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What changed in InfuSystem Holdings, Inc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of InfuSystem Holdings, Inc's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+389 added−368 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-11)

Top changes in InfuSystem Holdings, Inc's 2025 10-K

389 paragraphs added · 368 removed · 317 edited across 3 sections

Item 1. Business

Business — how the company describes what it does

96 edited+20 added−14 removed190 unchanged
Biggest changeMaterial terms of contracts with third-party payer organizations are typically a pre-negotiated fee schedule rate or a then-current proprietary fee schedule rate for equipment and supplies provided. The majority of these contracts generally provide for a term of one year, with automatic one-year renewals, unless we or the contracted payer elect not to renew.
Biggest changeAs of December 31, 2025, we had contracts with nearly 840 third-party payer networks, an increase of 1% over the prior year period. Material terms of contracts with third-party payer organizations are typically a pre-negotiated fee schedule rate or a then-current proprietary fee schedule rate for equipment and supplies provided.
Device Solutions is strategically oriented with the Company's existing relationships with healthcare providers to incrementally capitalize on opportunities related to other services their practices offer or may plan to offer in the future. Our business strategy is focused on driving sustainable growth and innovation aligned with our mission elevate the standard of care patients deserve.
Device Solutions is strategically oriented with the Company's existing relationships with healthcare providers to incrementally capitalize on opportunities related to other services their practices offer or may plan to offer in the future. Our business strategy is focused on driving sustainable growth and innovation aligned with our mission to elevate the standard of care patients deserve.
An increased focus on lowering healthcare spending via improved diagnostic testing (i.e., defensive medicine) and patient monitoring could materially and negatively affect our business. A large portion of our ambulatory infusion pumps are dedicated to a specific form of cancer (colorectal).
An increased focus on lowering healthcare spending via improved diagnostic testing (i.e., defensive medicine) and patient monitoring could materially and negatively affect our business. A large portion of our ambulatory infusion pumps are dedicated to a specific form of cancer: colorectal cancer.
Future changes cannot be predicted with certainty, and may have an adverse effect on our industry and on our our business, financial condition, results of operations and cash flows. We rely on independent suppliers for our products. Any delay or disruption in the supply of products, particularly our supply of electronic ambulatory pumps, may negatively impact our operations.
Future changes cannot be predicted with certainty, and may have an adverse effect on our industry and on our business, financial condition, results of operations and cash flows. We rely on independent suppliers for our products. Any delay or disruption in the supply of products, particularly our supply of electronic ambulatory pumps, may negatively impact our operations.
There can be no assurance that continuous infusion-based regimens for these other cancers will become standards of care for large numbers of patients or that we will be successful in penetrating these different markets. An aspect of our growth strategy is to expand into the treatment of other cancers, such as head, neck and gastric cancers.
There can be no assurance that continuous infusion-based regimens for these other cancers will become standards of care for large numbers of patients or that we will be successful in penetrating these different markets. An aspect of our growth strategy is to expand into the treatment of other cancers, such as pancreatic, head, neck and gastric cancers.
The collection of accounts receivable is a significant challenge and requires constant focus and involvement by management and ongoing enhancements to information systems, billing center operating procedures and proper staffing levels. If we are unable to properly bill and collect our accounts receivable, our results could be materially and adversely affected.
The collection of accounts receivable is a significant challenge and requires constant focus and involvement by management and ongoing enhancements to information systems, billing center operating procedures and proper staffing levels. If we are unable to properly bill and collect our accounts receivable, our financial results could be materially and adversely affected.
The laws that are applicable to our business include: • the federal healthcare program Anti-Kickback Statute, which prohibits, among other things, soliciting, receiving or providing remuneration, directly or indirectly, to induce (i) the referral of an individual, for an item or service or (ii) the purchasing or ordering of a good or service, for which payment may be made under federal healthcare programs such as the Medicare and Medicaid programs; • federal false claims laws which prohibit, among other things, knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party payers that are false or fraudulent, and which may apply to entities like us that promote medical devices, provide medical device management services and may provide coding and billing advice to customers; • HIPAA, which prohibits executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters and which also imposes certain requirements relating to the privacy, security and transmission of individually identifiable health information; and • state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws that may apply to items or services reimbursed by any third-party payer, including commercial insurers, and state laws governing the privacy and security of health information in certain circumstances, many of which differ in significant ways from state to state and often are not preempted by HIPAA, thus complicating compliance efforts.
The laws that are applicable to our business include: • the federal healthcare program Anti-Kickback Statute, which prohibits, among other things, soliciting, receiving or providing remuneration, directly or indirectly, to induce (i) the referral of an individual, for an item or service or (ii) the purchasing or ordering of a good or service, for which payment may be made under federal healthcare programs such as the Medicare and Medicaid programs; • federal false claims laws which prohibit, among other things, knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party payers that are false or fraudulent, and which may apply to entities like us that promote medical devices, provide medical device management services and may provide coding and billing advice to customers; • HIPAA, which prohibits executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters and which also imposes certain requirements relating to the privacy, security and transmission of individually identifiable health information; and • state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws that may apply to items or services reimbursed by any third-party payer, including commercial insurers, and state laws governing 14 Table of Contents the privacy and security of health information in certain circumstances, many of which differ in significant ways from state to state and often are not preempted by HIPAA, thus complicating compliance efforts.
The loss or disruption of our relationships with outside vendors, including pumps, parts, or supply recall or pump end-of-life announcements or availability of related proprietary consumable supplies, could subject us to substantial delays in the delivery of pumps or services provided to customers.
Any loss or disruption of our relationships with outside vendors, including the supply of pumps, parts, or supply recall or pump end-of-life announcements or availability of related proprietary consumable supplies, could subject us to substantial delays in the delivery of pumps or services provided to customers.
Any one of these results could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our failure to maintain controls and processes over billing and collecting could have a significant negative impact on our Consolidated Financial Statements.
Any one of these results could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our failure to maintain controls and processes over billing and collecting could have a negative impact on our Consolidated Financial Statements.
Some of the more significant DMEPOS Supplier Standards require us to (i) advise Medicare beneficiaries of their option to purchase certain equipment, (ii) honor all warranties under state law and not charge Medicare 8 Table of Contents beneficiaries for the repair or replacement of equipment or for services covered under warranty, (iii) permit CMS agents to conduct on-site inspections to ascertain compliance with the DMEPOS Supplier Standards, (iv) maintain liability insurance in prescribed amounts, (v) refrain from contacting Medicare beneficiaries by telephone, except in certain limited circumstances, (vi) answer questions and respond to complaints of beneficiaries regarding the supplied equipment, (vii) disclose the DMEPOS Supplier Standards to each Medicare beneficiary to whom we supply equipment, (viii) maintain a complaint resolution procedure and record certain information regarding each complaint, (ix) maintain accreditation from a CMS approved accreditation organization, and (x) meet certain specified surety bond requirements.
Some of the more significant DMEPOS Supplier Standards require us to (i) advise Medicare beneficiaries of their option to purchase certain equipment, (ii) honor all warranties under state law and not charge Medicare beneficiaries for the repair or replacement of equipment or for services covered under warranty, (iii) permit CMS agents to conduct on-site inspections to ascertain compliance with the DMEPOS Supplier Standards, (iv) maintain liability insurance in prescribed amounts, (v) refrain from contacting Medicare beneficiaries by telephone, except in certain limited circumstances, (vi) answer questions and respond to complaints of beneficiaries regarding the supplied equipment, (vii) disclose the DMEPOS Supplier Standards to each Medicare beneficiary to whom we supply equipment, (viii) maintain a complaint resolution procedure and record certain information regarding each complaint, (ix) maintain accreditation from a CMS approved accreditation organization, and (x) meet certain specified surety bond requirements.
Our focus on IT solutions resulted in the development of EXPRESS, a product powered by our InfuBus data integration platform that provides for paperless delivery of the appropriate information for InfuSystem to bill payers that: • provides an enhanced visibility as a result of real time status and reporting; • reduces risk of error; 6 Table of Contents • automates treatment logs, pump assignments, tracking and physician’s orders; • provides a secure scanner for easy pump assignment to patients; and • removes interruptions from physician practices’ daily schedules, and standardizes data flow for clinics and hospitals with multiple locations.
Our focus on IT solutions resulted in the development of EXPRESS, a product powered by our InfuBus data integration platform that provides for paperless delivery of the appropriate information for InfuSystem to bill payers that: • provides an enhanced visibility as a result of real time status and reporting; • reduces risk of error; • automates treatment logs, pump assignments, tracking and physician’s orders; • provides a secure scanner for easy pump assignment to patients; and • removes interruptions from physician practices’ daily schedules, and standardizes data flow for clinics and hospitals with multiple locations.
ICU Medical, Inc. supplied approximately 60% of the ambulatory pumps purchased by us in 2024. The Company has a supply agreement in place with this supplier. Certain “spot” purchases are made on the open market subject to individual negotiation. We also supply NPWT medical equipment, as well as related disposables and ancillary supplies.
ICU Medical, Inc. supplied approximately 60% of the ambulatory pumps purchased by us in 2025. The Company has a supply agreement in place with this supplier. Certain “spot” purchases are made on the open market subject to individual negotiation. We also supply NPWT medical equipment, as well as related disposables and ancillary supplies.
As of December 31, 2024, we were in compliance with all the covenants contained in the 2021 Credit Agreement, as amended, however, there can be no assurance that we will be able to manage any of the risks associated with debt agreements successfully. Economic uncertainty or deterioration or geopolitical instability could adversely affect us.
As of December 31, 2025, we were in compliance with all the covenants contained in the 2021 Credit Agreement, as amended, however, there can be no assurance that we will be able to manage any of the risks associated with debt agreements successfully. Economic uncertainty or deterioration or geopolitical instability could adversely affect us.
The SEC has adopted new rules that require us to provide greater disclosure regarding cybersecurity risk management, strategy and governance, as well as disclosure of material cybersecurity incidents. We cannot predict or estimate the amount of additional costs we will incur in order to comply with these rules or the timing of such costs.
The SEC has recently adopted rules that require us to provide greater disclosure regarding cybersecurity risk management, strategy and governance, as well as disclosure of material cybersecurity incidents. We cannot predict or estimate the amount of additional costs we will incur in order to comply with these rules or the timing of such costs.
Relationships with Physician Offices As of December 31, 2024, we had business relationships with clinical oncologists in approximately 2,100 outpatient oncology clinics. Although this represents a substantial number of the oncologists in the U.S., we believe that we can continue to expand our network to further penetrate the oncology market.
Relationships with Physician Offices As of December 31, 2025, we had business relationships with clinical oncologists in approximately 2,100 outpatient oncology clinics. Although this represents a substantial number of the oncologists in the U.S., we believe that we can continue to expand our network to further penetrate the oncology market.
No single payer represented more than 10% of net revenue in 2024 or 2023. To the extent such dependency was to occur, significant fluctuations in revenues, results of operations and liquidity could arise if any significant contracted payer reduces its reimbursement for the services we provide.
No single payer represented more than 10% of net revenue in 2025 or 2024. To the extent such dependency was to occur, significant fluctuations in revenues, results of operations and liquidity could arise if any significant contracted payer reduces its reimbursement for the services we provide.
Such material weaknesses could result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations, which in turn could have a negative impact on our financial condition, results of operations or cash flows, restrict our ability to access the capital markets, require significant resources to correct the material weaknesses or deficiencies, 17 Table of Contents subject us to fines, penalties or judgments, harm our reputation, or otherwise cause a decline in investor confidence and cause a decline in the market price of our stock.
Such material weaknesses could result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations, which in turn could have a negative impact on our financial condition, results of operations or cash flows, restrict our ability to access the capital markets, require significant resources to correct the material weaknesses or deficiencies, subject us to fines, penalties or judgments, harm our reputation, or otherwise cause a decline in investor confidence and cause a decline in the market price of our stock.
From time to time, we or our suppliers may experience supply chain disruptions due to circumstances beyond our or our suppliers’ control. Significant delays in the delivery or service of pumps or related proprietary consumable supplies could result in possible cancellation of orders and the loss of customers.
From time to time, we or our suppliers may experience supply chain disruptions or labor shortages due to circumstances beyond our or our suppliers’ control. Significant delays in the delivery or service of pumps or related proprietary consumable supplies could result in possible cancellation of orders and the loss of customers.
The continued consolidation of physician practices, outpatient infusion clinics, oncology clinics, homecare providers and hospitals, increases the concentration of decision makers whom either choose to use our ambulatory electronic pumps within our Oncology Business or directly rent, lease or purchase pumps or supplies from us.
The continued consolidation of physician practices, outpatient infusion clinics, oncology clinics, homecare providers and hospitals, increases the concentration of decision makers who either choose to use our ambulatory electronic pumps within our Oncology Business or directly rent, lease or purchase pumps or supplies from us.
Physician practices in the oncology field are following the overall healthcare practices trend to consolidate. However, for the period ended December 31, 2024, the number of facility relationships we had remained relatively consistent. We expect this trend to continue for the foreseeable future.
Physician practices in the oncology field are following the overall healthcare practices trend to consolidate. However, for the period ended December 31, 2025, the number of facility relationships we had remained relatively consistent. We expect this trend to continue for the foreseeable future.
While senior management is primarily responsible for assessing and managing the Company's exposure to risk, our Board of Directors oversees our ERM, including cybersecurity risk management, and ultimately approves ERM policies and procedures. Our Board conducts much of its risk oversight activities, including cybersecurity risk oversight, through our Audit Committee.
While senior management is primarily responsible for assessing and managing our exposure to risk, our Board of Directors oversees our ERM, including cybersecurity risk management, and ultimately approves ERM policies and procedures. Our Board conducts much of its risk oversight activities, including cybersecurity risk oversight, through our Audit Committee.
Senior management reports to the full Board of Directors with respect to cybersecurity matters on at least a quarterly basis. 21 Table of Contents As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to affect the Company, including our business strategy, results of operations or financial conditions.
Senior management reports to the full Board of Directors with respect to cybersecurity matters on at least a quarterly basis. As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to affect the Company, including our business strategy, results of operations or financial conditions.
Also, if amounts owed to us by patients and insurers are reduced or not paid on a timely basis, we may be required to increase our concessions and/or decrease our revenues. Changes in the healthcare reimbursement system often create financial incentives and disincentives that encourage or discourage the use of a particular type of product, therapy or clinical procedure.
Also, if amounts owed to us by patients and insurers are reduced or not paid on a timely basis, our concessions may increase and/or revenues may decrease. Changes in the healthcare reimbursement system often create financial incentives and disincentives that encourage or discourage the use of a particular type of product, therapy or clinical procedure.
Our cybersecurity risk management program, which is based on recognized cybersecurity frameworks established by the National Institute of Standards and Technology ("NIST") and led by our Chief Information Officer (CIO), is fully integrated into our overall enterprise risk management program, and shares 20 Table of Contents common reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, operational and financial risk areas.
Our cybersecurity risk management program, which is based on recognized cybersecurity frameworks established by the National Institute of Standards and Technology ("NIST") and led by our Chief Information Officer (CIO), is fully integrated into our overall enterprise risk management program, and shares common reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, operational and financial risk areas.
Our inability to provide pumps to meet delivery schedules could have a material adverse effect on our reputation in the industry, as well as on our business, financial condition, results of operations and cash flows. 11 Table of Contents We face periodic reviews and billing audits from governmental and private payers and these audits could have adverse results that may negatively impact our business.
Our inability to provide pumps to meet delivery schedules could have a material adverse effect on our reputation in the industry, as well as on our business, financial condition, results of operations and cash flows. We face periodic reviews and billing audits from governmental and private payers and these audits could have adverse results that may negatively impact our business.
Patient Services Segment The Patient Services segment’s core purpose is to seek opportunities to grow our business by leveraging our unique know-how in clinic-to-home healthcare solutions involving Durable Medical Equipment, our logistics and billing capabilities, our growing network of third-party payers under contract, and our clinical and biomedical capabilities.
Patient Services Segment The Patient Services segment’s core purpose is to seek opportunities to grow our business by leveraging our unique know-how in clinic-to-home healthcare solutions involving Durable Medical Equipment, our logistics and billing capabilities, 3 Table of Contents our growing network of third-party payers under contract, and our clinical and biomedical capabilities.
Due to the complex nature of third-party reimbursement for the use of continuous infusion equipment and related disposable supplies provided to patients, among other assumptions, we must estimate, based upon historical averages, the amount of collectible 9 Table of Contents revenue that may be derived from each patient treatment.
Due to the complex nature of third-party reimbursement for the use of continuous infusion equipment and related disposable supplies provided to patients, among other assumptions, we must estimate, based upon historical averages, the amount of collectible revenue that may be derived from each patient treatment.
There can be no assurance that any of the acquisitions we make will be successful or will be, or will remain, profitable. 13 Table of Contents If we are unable to support increased operations or personnel, our future growth and business could suffer. As we grow, the complexity of our operations increases, placing greater demands on our management.
There can be no assurance that any of the acquisitions we make will be successful or will be, or will remain, profitable. If we are unable to support increased operations or personnel, our future growth and business could suffer. As we grow, the complexity of our operations increases, placing greater demands on our management.
Increased inflation rates can adversely affect us by increasing our costs, including labor and employee benefit costs. We may in the future experience disruptions as a result of such macroeconomic conditions, including delays or difficulties in initiating or expanding 15 Table of Contents clinical trials and manufacturing sufficient quantities of materials.
Increased inflation rates can adversely affect us by increasing our costs, including labor and employee benefit costs. We may in the future experience disruptions as a result of such macroeconomic conditions, including delays or difficulties in initiating or expanding clinical trials and manufacturing sufficient quantities of materials.
In addition, others may independently discover our trade secrets and confidential information and, in such cases, we could not assert any 14 Table of Contents trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce or determine the scope of our trade secret rights and related confidentiality and nondisclosure provisions.
In addition, others may independently discover our trade secrets and confidential information and, in such cases, we could not assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce or determine the scope of our trade secret rights and related confidentiality and nondisclosure provisions.
The implications for the Company will come from the provider networks that are forming in order to integrate and coordinate care under these alternative models with CMS and the commercial payers.
The implications for us will come from the provider networks that are forming in order to integrate and coordinate care under these alternative models with CMS and the commercial payers.
If we begin to experience an increase in our loss rates in excess of our allowances, it could materially and adversely impact our business, financial condition, results of operations and cash flows. 12 Table of Contents Our growth strategy includes expanding into treatment for cancers other than colorectal cancer.
If we begin to experience an increase in our loss rates in excess of our allowances, it could materially and adversely impact our business, financial condition, results of operations and cash flows. Our growth strategy includes expanding into treatment for cancers other than colorectal cancer.
Misuse of the pumps distributed by us by a practitioner or patient that results in injury could similarly subject us to liability. Any substantial underinsured loss could have a material and adverse effect on our business, financial condition, results of operations and cash flows.
Misuse of the pumps distributed by us by a practitioner or patient that results in injury could similarly subject us to liability. Any substantial 13 Table of Contents underinsured loss could have a material and adverse effect on our business, financial condition, results of operations and cash flows.
If we fail to monitor, 19 Table of Contents maintain or protect our information technology systems and data integrity or fail to anticipate, plan for or manage significant disruptions to these systems, we could lose customers, be subject to fraud, breach our agreements with or duties toward customers, physicians, other parties, be subjected to regulatory sanctions or penalties, incur expenses or lose revenues, sustain damage to our reputation, or suffer other adverse consequences.
If we fail to monitor, maintain or protect our information technology systems and data integrity or fail to anticipate, plan for or manage significant disruptions to these systems, we could lose customers, be subject to fraud, breach our agreements with or duties toward customers, physicians, other parties, be subjected to regulatory sanctions or penalties, incur expenses or lose revenues, sustain damage to our reputation, or suffer other adverse consequences.
Overall, such dependency and potential changes could materially and adversely affect our business, financial condition, results of operations and cash flows. Our business is substantially dependent on estimates of collectible revenue from third-party reimbursement. Our revenues are substantially dependent on estimates of collectible revenue from third-party reimbursement.
Overall, 9 Table of Contents such dependency and potential changes could materially and adversely affect our business, financial condition, results of operations and cash flows. Our business is substantially dependent on estimates of collectible revenue from third-party reimbursement. Our revenues are substantially dependent on estimates of collectible revenue from third-party reimbursement.
While we make every effort to benefit from such concentration, it could materially and adversely affect our business, financial condition, results of operations and cash flows. Increased focus on early detection and diagnostics may adversely affect our business.
While we make every effort to benefit from such concentration, it could materially and adversely affect our business, financial condition, results of operations and cash flows. 10 Table of Contents Increased focus on early detection and diagnostics may adversely affect our business.
Information Technology Our Information Technology (“IT”) department is focused on not only supporting our internal IT infrastructure needs, but also supporting our revenue cycle management infrastructure, which includes our electronic medical record technology (“EMR”). Our EMR allows medical facilities to use our infusion pumps and services via our solutions such as EXPRESS and InfuConnect.
Information Technology Our Information Technology (“IT”) department is focused on not only supporting our internal IT infrastructure needs, but also supporting our revenue cycle management infrastructure, which includes our electronic medical record technology (“EMR”). Our EMR allows medical facilities to use our infusion pumps and services via our solutions such as EXPRESS and 6 Table of Contents InfuConnect.
Simultaneously, the CMS and private insurers are increasingly focused on evidence-based medicine to inform their reimbursement decisions — that is, aligning reimbursement with clinical outcomes and adherence to standards of care. Continuous infusion therapy is a main component of the standard of care for certain types of cancer because clinical evidence demonstrates superior outcomes.
Simultaneously, the CMS and private insurers continue to be focused on evidence-based medicine to inform their reimbursement decisions — that is, aligning reimbursement with clinical outcomes and adherence to standards of care. Continuous infusion therapy is a main component of the standard of care for certain types of cancer because clinical evidence demonstrates superior outcomes.
We believe that home care providers may also be reluctant to offer 24x7 coverage or additional patient visits, due to capped fees. Regulation of Our Business Our business is subject to various regulations.
We believe that home care providers may also be reluctant to offer 24x7 coverage or additional patient visits, due to capped fees. 8 Table of Contents Regulation of Our Business Our business is subject to various regulations.
Item 1B. Unresolved Staff Comments. None. Item 1C. Cybersecurity We recognize the critical importance of cybersecurity in safeguarding sensitive information, maintaining operational integrity, and ensuring the safety and efficacy of our medical devices.
Item 1B. Unresolved Staff Comments. None. 20 Table of Contents Item 1C. Cybersecurity We recognize the critical importance of cybersecurity in safeguarding sensitive information, maintaining operational integrity, and ensuring the safety and efficacy of our medical devices.
We received accreditation from Community Health Accreditation Partner (“CHAP”) on February 17, 2009 and we have remained accredited to date. If we lost our accredited status, our business, financial condition, revenues and results of operations would be materially and adversely affected. The impact of realized and potential U.S. healthcare reform legislation on us remains uncertain.
We received accreditation from Community Health Accreditation Partner (“CHAP”) on February 17, 2009 and we have remained accredited to date. If we lost our accredited status, our business, financial condition, revenues and results of operations would be materially and adversely affected. The impact of actual or perceived U.S. healthcare reform legislation on us remains uncertain.
If these clinical trials demonstrate that oral medications provide equal or greater therapeutic benefits and/or demonstrate reduced side effects compared to prior oral medication regimens, our revenues 10 Table of Contents and overall business could be materially and adversely affected.
If these clinical trials demonstrate that oral medications provide equal or greater therapeutic benefits and/or demonstrate reduced side effects compared to prior oral medication regimens, our revenues and overall business could be materially and adversely affected.
Our infusion pumps and related consumables are obtained from outside vendors. The majority of our new pumps are electronic infusion pumps which are supplied to us by one major supplier: ICU Medical, Inc.
Our infusion pumps and related consumables are obtained from outside vendors. The majority of our new pumps are electronic infusion pumps, which are supplied to us by one major supplier.
Our failure to comply with these covenants could result in an event of default that, if not cured or waived, could result in reduced liquidity for the Company and could have a material and adverse effect on our ability to operate our business, financial condition, results of operations and cash flows.
These covenants may restrict our ability to operate our business. Our failure to comply with these covenants could result in an event of default that, if not cured or waived, could result in reduced liquidity for us and could have a material and adverse effect on our ability to operate our business, financial condition, results of operations and cash flows.
Our lead platform, Patient Services, provides last-mile solutions for clinic-to-home healthcare where the continuing treatment involves complex Durable Medical Equipment and related services. The Device Solutions platform compliments our Patient Services platform to enhance growth in existing markets.
Our lead platform, Patient Services, provides last-mile solutions for clinic-to-home healthcare where the continuing treatment involves complex DME and related services. The Device Solutions platform compliments our Patient Services platform to enhance growth in existing markets.
The following factors, among others, can have a significant effect on the market price of our common stock: • announcements of technological innovations, new products, or clinical studies by others; • government regulation; • changes in the coverage or reimbursement rates of private insurers and governmental agencies; • announcements regarding new products or services; • announcements or speculation regarding strategic alliances, mergers, acquisitions or other transactions; • developments in patent or other proprietary rights; • the liquidity of the market for our common stock; • news of other healthcare events or announcements; • changes in healthcare policies in the U.S. or globally; • global financial conditions; and • comments by securities analysts and general market conditions. 16 Table of Contents The actual or perceived realization of any risks described in these “Risk Factors” could also have a negative effect on the market price of our common stock.
The following factors, among others, can have a significant effect on the market price of our common stock: • announcements of technological innovations, new products, or clinical studies by others; • government regulation; 16 Table of Contents • changes in the coverage or reimbursement rates of private insurers and governmental agencies; • announcements regarding new products or services; • announcements or speculation regarding strategic alliances, mergers, acquisitions or other transactions; • developments in patent or other proprietary rights; • the liquidity of the market for our common stock; • news of other healthcare events or announcements; • actual or perceived changes in healthcare policies in the U.S. or globally; • global financial conditions; and • comments by securities analysts and general market conditions.
As of December 31, 2024, our rental fleet of pole-mounted pumps, ambulatory pumps and NPWT medical equipment for both our Patient Services and Device Solutions segments had a historical cost of $107.0 million, up from $96.3 million at the end of 2023, and included approximately 85 makes and models of equipment dedicated to our rental services.
As of December 31, 2025, our rental fleet of pole-mounted pumps, ambulatory pumps and NPWT medical equipment for both our Patient Services and Device Solutions segments had a historical cost of $109.1 million, up from $107.0 million at the end of 2024, and included approximately 96 makes and models of equipment dedicated to our rental services.
As of December 31, 2024, we had contracts with nearly 835 third-party payer networks, an increase of 2% over the prior year period. Material terms of contracts with third-party payer organizations are typically a pre-negotiated fee schedule rate or a then-current proprietary fee schedule rate for equipment and supplies provided.
As of December 31, 2025, we had contracts with nearly 840 third-party payer networks, an increase of 1% over the prior year period. Material terms of contracts with third-party payer organizations are typically a pre-negotiated fee schedule rate or a then-current proprietary fee schedule rate for equipment and supplies provided.
Current barriers to entry for potential competitors are created by our: (i) growing number of third-party payer networks under contract, which included nearly 835 third-party payer networks as of December 31, 2024, an increase of 2% over the prior year period; (ii) economies of scale, which allow for predictable reimbursement and less costly purchase and management of the pumps, respectively; (iii) established, long-standing relationships as a provider of pumps to outpatient oncology practices in the U.S. and Canada; (iv) our large pump fleet of ambulatory and large volume infusion pumps for rent and for sale, which may allow us to be more responsive to the needs of physicians, outpatient oncology practices, hospitals, outpatient surgery centers, homecare practices, patient rehabilitation centers and patients than a new market entrant; (v) seven geographic locations in the U.S. and Canada that allow for same-day or next-day delivery of pumps; (vi) our growing team of field-based and traveling biomedical technicians; 3 Table of Contents and (vii) a wide array of pump repair and service capabilities.
Current barriers to entry for potential competitors are created by our: (i) growing number of third-party payer networks under contract, which included nearly 840 t hird-party payer networks as of December 31, 2025; (ii) economies of scale, which allow for predictable reimbursement and less costly purchase and management of the pumps, respectively; (iii) established, long-standing relationships as a provider of pumps to outpatient oncology practices in the U.S. and Canada; (iv) our large pump fleet of ambulatory and large volume infusion pumps for rent and for sale, which may allow us to be more responsive to the needs of physicians, outpatient oncology practices, hospitals, outpatient surgery centers, homecare practices, patient rehabilitation centers and patients than a new market entrant; (v) seven geographic locations in the U.S. and Canada that allow for same-day or next-day delivery of pumps; (vi) our team of field-based and traveling biomedical technicians; and (vii) a wide array of pump repair and service capabilities.
We are a participating provider with Medicare and as of December 31, 2024, we were under contract with nearly 835 third-party payer networks, all of which have very stringent guidelines.
We are a participating provider with Medicare and as of December 31, 2025, we were under contract with nearly 840 third-party payer networks, all of which have very stringent guidelines.
Additionally, as of December 31, 2024 and 2023, we had a fleet of new and used pole-mounted pumps, ambulatory pumps and NPWT medical equipment with a historical cost of $3.2 million and $3.1 million, respectively, held for sale or for rental.
Additionally, as of December 31, 2025 and 2024, we had a fleet of new and used pole-mounted pumps, ambulatory pumps and NPWT medical equipment with a historical cost of $4.6 million and $3.2 million, respectively, held for sale or for rental.
Specifically, as a result of the broad scale release and availability of AI technologies such as generative AI, there is a global trend towards more regulation to ensure the ethical use, privacy, and security of AI and the data that it processes. Compliance with such laws will likely be an increasing and substantial cost in the future.
Specifically, as a result of the broad scale release and availability of emerging digital technologies, including AI technologies machine learning capabilities, there is a global trend towards more regulation to ensure the ethical use, privacy, and security of AI and the data that it processes. Compliance with such laws will likely be an increasing and substantial cost in the future.
Employees As of December 31, 2024, we had 514 employees, including 502 full-time employees and 12 part-time or contract employees. None of our employees are unionized. Material Suppliers We supply a wide variety of pumps and associated equipment, as well as disposables and ancillary supplies. The majority of our pumps are electronic infusion pumps.
Employees As of December 31, 2025, we had 473 employees, including 461 full-time employees and 12 part-time or contract employees. None of our employees are unionized. Material Suppliers We supply a wide variety of pumps and associated equipment, as well as disposables and ancillary supplies. The majority of our pumps are electronic infusion pumps.
This billing process is handled from our Rochester Hills, Michigan location. 5 Table of Contents In addition to providing high quality and convenient care, we believe that our business offers significant economic benefits for patients, providers and payers. • Our clinical support team employs oncology, pain, Intravenous Certified, and Oncology Certified registered nurses trained on ambulatory infusion pump equipment who staff our 24x7 customer service hotline to address questions that patients may have about their pump treatment, the infusion pumps or other medical or technical questions related to the pumps. • Physicians use our services to outsource the capital commitment, pump service, maintenance and billing and administrative burdens associated with pump ownership.
In addition to providing high quality and convenient care, we believe that our business offers significant economic benefits for patients, providers and payers. • Our clinical support team employs oncology, pain, Intravenous Certified, and Oncology Certified registered nurses trained on ambulatory infusion pump equipment who staff our 24x7 customer service hotline to address questions that patients may have about their pump treatment, the infusion pumps or other medical or technical questions related to the pumps. • Physicians use our services to outsource the capital commitment, pump service, maintenance and billing and administrative burdens associated with pump ownership.
If we are unsuccessful in our efforts to implement and support information technology improvements or respond to technological changes, our growth, prospects and results of operations could be adversely affected. To remain competitive, we must continue to enhance and improve the functionality and features of our technology solutions and services.
If we are unsuccessful in our efforts to implement and support information technology improvements or respond to technological changes, our growth, prospects and results of operations could be adversely affected. To remain competitive, we must continue to enhance and improve the functionality and features of our technology solutions and services, including through the use of artificial intelligence (“AI”) technologies.
We also rely on our technology infrastructure to interact with customers and suppliers, fulfill orders and bill, collect and make payments, ship products, provide support to customers, fulfill contractual obligations and otherwise conduct business. Cyber incidents can result from deliberate attacks or unintentional events.
Cybersecurity risks and cyber incidents could adversely affect our business and disrupt operations. We also rely on our technology infrastructure to interact with customers and suppliers, fulfill orders and bill, collect and make payments, ship products, provide support to customers, fulfill contractual obligations and otherwise conduct business. Cyber incidents can result from deliberate attacks or unintentional events.
Market prices for securities of healthcare services companies, including ours, have historically been volatile, and the market has from time to time experienced significant price and volume fluctuations that appear unrelated to the operating performance of particular companies.
The market price of our common stock has been and may continue to be volatile. Market prices for securities of healthcare services companies, including ours, have historically been volatile, and the market has from time to time experienced significant price and volume fluctuations that appear unrelated to the operating performance of particular companies.
We do not pay dividends and this may negatively affect the price of our stock. Under the terms of our 2021 Credit Agreement, our ability to pay dividends on our common stock is limited and we do not anticipate paying dividends on our common stock in the foreseeable future.
Under the terms of our 2021 Credit Agreement, our ability to pay dividends on our common stock is limited and we do not anticipate paying dividends on our common stock in the foreseeable future. The future price of our common stock may be adversely impacted because we do not pay dividends.
A third-party payer organization is a healthcare payer or a group of medical services payers that contracts to provide a wide variety of healthcare services to enrolled members through participating providers such as us.
A third-party payer organization is a healthcare payer or a group of medical services payers that contracts to provide a wide variety of healthcare services to enrolled members through participating providers such as us. A payer is any entity that pays on behalf of a member patient.
Significant Customers In addition to providing our products and services to hospitals, oncology practices, ambulatory surgery centers, and other alternate site healthcare providers, we have sought to establish contracts with as many third-party payer organizations as commercially practicable in an effort to ensure that reimbursement is not a significant obstacle for providers recommending continuous infusion therapy and wish to utilize our services.
We do not believe that compliance with such laws has a material effect on our business. 7 Table of Contents Significant Customers In addition to providing our products and services to hospitals, oncology practices, ambulatory surgery centers, and other alternate site healthcare providers, we have sought to establish contracts with as many third-party payer organizations as commercially practicable in an effort to ensure that reimbursement is not a significant obstacle for providers recommending continuous infusion therapy and wish to utilize our services.
We are subject to audits by tax authorities from time to time in federal and state jurisdictions. Tax authorities may disagree with certain positions we have taken and assess additional taxes and penalties. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provision.
Tax authorities may disagree with certain positions we have taken and assess additional taxes and penalties. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provision.
The result of these incidents could include, but are not limited to, disrupted operations, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation and reputational damage adversely affecting customer or investor confidence. We have implemented systems and processes to focus on identification, prevention, mitigation and resolution.
The result of these incidents could include, but are not limited to, disrupted operations, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation and reputational damage adversely affecting customer or investor confidence.
In 2024, our Oncology Business approximated 90% of our total Patient Services segment net revenues. In 2024, we generated approximately 45% of our total Patient Services segment net revenues from treatments for colorectal cancer and 45% of our Patient Services segment net revenues from treatments for non-colorectal disease states.
In 2025, our Oncology Business generated approximately 87% of our total Patient Services segment net revenues. In 2025, we generated approximately 43% of our total Patient Services segment net revenues from treatments for colorectal cancer and 44% of our Patient Services segment net revenues from treatments for non-colorectal disease states.
We provide assistance to uninsured patients that cannot afford our pumps via our financial hardship program – a program that usually matches what our physician practices provide as long as the uninsured patients meet certain criteria.
We provide assistance to uninsured patients that cannot afford our pumps via our financial hardship program – a program that usually matches what our physician practices provide as long as the uninsured patients meet certain criteria. This billing process is handled from our Rochester Hills, Michigan location.
The physician bills the payers, which may include Medicare, Medicaid, third-party payer companies or patients for the physician’s professional services associated with initiating and supervising the infusion pump administration, as well as the supply of drugs. We directly bill (i) payers, (ii) facilities of our Medicare patients, and (iii) patients for the use of the pump and related disposable supplies.
The physician bills the payers, which may include Medicare, Medicaid, third-party payer companies or patients for the physician’s professional services associated with initiating and supervising the infusion pump administration, as well as the supply of drugs.
Our contracts for reimbursement with third-party payers are often for a term of one year, with automatic one-year renewals, unless we or the contracted payer elect not to renew. These evergreen contracts are subject to termination upon written notice.
Our contracts for reimbursement with third-party payers are often for a term of one year, with automatic one-year renewals, unless we or the contracted payer elect not to renew. These evergreen contracts are subject to termination upon written notice. We may be unable to renew existing or obtain additional contract positions with third-party payers on favorable terms or at all.
See Item 9A. – “ Previously Disclosed Material Weaknesses ” for further discussion. We cannot, however, guarantee that additional material weaknesses will not arise in the future.
See Item 9A. – “ Controls and Procedures ” for further discussion. 17 Table of Contents We cannot, however, guarantee that additional material weaknesses will not arise in the future.
In addition, RSUs of 503,894 shares, with a weighted average grant date fair value of $8.55 per share, were outstanding and were issuable upon the vesting of certain time restrictions and PSUs of 189,221 shares, with a weighted average grant date fair value of $7.92 per share, were outstanding and were issuable upon meeting certain performance-based vesting criteria.
In addition, RSUs of 480,879 shares, with a weighted average grant date fair value of $7.31 per share, were outstanding and were issuable upon the vesting of certain time restrictions and PSUs of 382,802 shares, with a weighted average grant date fair value of $6.03 per share, were outstanding and were issuable upon meeting certain performance-based vesting criteria.
Competitors We believe that our competition primarily consists of national, regional, and hospital-owned Durable Medical Equipment providers and service companies, physician providers and home care infusion providers and the competitive products and services they offer.
No single payer or customer represented more than 10% of net revenue in 2025 or 2024. Competitors We believe that our competition primarily consists of national, regional, and hospital-owned Durable Medical Equipment providers and service companies, physician providers and home care infusion providers and the competitive products and services they offer.
For example, the Trump administration has imposed tariffs on certain foreign products, including most recently from Canada, Mexico and China, that in the past have resulted in and may result in future retaliatory tariffs on U.S. goods and products.
Further, the Trump administration has proposed or enacted tariffs and substantial changes to trade policies, which could adversely affect our business. For example, the Trump administration has imposed tariffs on certain foreign products, including most recently from Canada, Mexico and China, that in the past have resulted in and may result in future retaliatory tariffs on U.S. goods and products.
There are a significant number of shares of restricted stock awards (“RSUs”), performance-based restricted stock units (“PSUs”) and outstanding options to purchase our stock.
Restricted stock awards, performance-based restricted stock units and the exercise of stock options may depress our stock price and may result in dilution to our common stockholders. There are a significant number of shares of restricted stock awards (“RSUs”), performance-based restricted stock units (“PSUs”) and outstanding options to purchase our stock.
Failure to obtain or maintain trade secret protection, or our competitors' acquisition of our trade secrets, could materially and adversely affect our competitive business position. Covenants in our current and any future debt agreements restrict our business.
Failure to obtain or maintain trade secret protection, or our competitors' acquisition of our trade secrets, could materially and adversely affect our competitive business position. Covenants in our current and any future debt agreements restrict our business. We finance our operations and capital expenditures with cash generated from operations and borrowings under our 2021 Credit Agreement.
Our customer concessions may not be adequate to cover actual losses. Our third-party payer contracts do not guarantee annual inflationary increases, typical of the Durable Medical Equipment payer contracting environment.
We may also be subject to certain fines and/or penalties and our business operations could be materially and adversely affected. Our customer concessions may not be adequate to cover actual losses. Our third-party payer contracts do not guarantee annual inflationary increases, typical of the Durable Medical Equipment payer contracting environment.
Given the ever-increasing volume of cyber threats and the magnitude of a potential breach, cybersecurity is a standing topic for the Board of Directors and Audit Committee. As noted above, our CIO leads our cybersecurity risk management program. Our CIO has over a decade of executive-level experience managing information systems and cybersecurity programs in the healthcare industry.
Given the ever-increasing volume of cyber 21 Table of Contents threats and the magnitude of a potential breach, cybersecurity is a standing topic for the Board of Directors and Audit Committee. As noted above, our CIO leads our cybersecurity risk management program.
As of December 31, 2024, options to purchase 2,376,453 shares of common stock were outstanding, at a weighted average exercise price of $8.50 per share, of which 1,111,543 were exercisable at a weighted average exercise price of $9.56 per share.
As of December 31, 2025, options to purchase 2,639,250 shares of common stock were outstanding, at a weighted average exercise price of $8.02 per share, of which 1,261,035 were exercisable at a weighted average exercise price of $9.42 per share.
However, these measures cannot provide absolute security, and our systems may be vulnerable to cybersecurity breaches such as viruses, hacking, and similar disruptions from unauthorized intrusions. Cyber-attacks continue to increase in frequency, sophistication and intensity, and are becoming increasingly difficult to detect. Such attacks are often carried out by motivated and highly skilled actors, who are increasingly well-resourced.
We have implemented systems and processes to focus on identification, prevention, mitigation and resolution. However, these measures cannot provide absolute security, and our systems may be vulnerable to cybersecurity breaches such as viruses, hacking, and similar disruptions from unauthorized intrusions. Cyber-attacks continue to increase in frequency, sophistication and intensity, and are becoming increasingly difficult to detect.
However, the FOMC also noted that further decreases to target rates are likely to occur at a slower pace than the 2024 rate cuts and it will continue to assess additional information and implications for monetary policy in determining future actions with respect to target rates.
Although interest rates have recently been declining, the Federal Open Market Committee (“FOMC”) noted that further decreases to target rates may occur at a slower pace than the recent rate cuts, and it will continue to assess additional information and implications for monetary policy in determining future actions with respect to target rates.
In the event that we fail to comply with any state’s laws governing the licensing of Durable Medical Equipment suppliers, we will be unable to operate as a Durable Medical Equipment supplier in such state until we regain compliance. We may also be subject to certain fines and/or penalties and our business operations could be materially and adversely affected.
In the event that we fail to 12 Table of Contents comply with any state’s laws governing the licensing of Durable Medical Equipment suppliers, we will be unable to operate as a Durable Medical Equipment supplier in such state until we regain compliance.
Efforts to control healthcare costs, including limiting access to care, alternative delivery models, and changes in the methods used to determine reimbursement systems and rates, are ongoing at the U.S. federal and state levels.
The current 11 Table of Contents administration has also changed the composition of, and guidance from, advisory panels on healthcare practices and government enforcement. Efforts to control healthcare costs, including limiting access to care, alternative delivery models, and changes in the methods used to determine reimbursement systems and rates, are ongoing at the U.S. federal and state levels.
RISK FACTORS RELATING TO OUR COMMON STOCK The market price of our common stock has been, and is likely to remain, volatile, subject to low trading volume and may decline in value. The market price of our common stock has been and may continue to be volatile.
There can be no assurance that we will generate the required amounts of taxable income before the expiration dates are reached. RISK FACTORS RELATING TO OUR COMMON STOCK The market price of our common stock has been, and is likely to remain, volatile, subject to low trading volume and may decline in value.

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Item 2. Properties

Properties — owned and leased real estate

6 edited+1 added−0 removed7 unchanged
Biggest changeEquity Compensation Plan Information See Part III, Item 12 to this Form 10-K for information relating to securities authorized for issuance under our equity compensation plans. 23 Table of Contents Stock Performance Graph The following graph shows a comparison of cumulative total shareholder return to the Company's shareholders, the corresponding returns on the Russell 2000 Index during the five-year period ended December 31, 2024 assuming $100 was invested on December 31, 2019 with reinvestment of all dividends. 2019 2020 2021 2022 2023 2024 InfuSystem $ 100 $ 220 $ 200 $ 102 $ 124 $ 99 Russell 2000 Index $ 100 $ 118 $ 135 $ 106 $ 121 $ 136
Biggest changeThe following graph shows a comparison of cumulative total shareholder return to the Company's shareholders, the corresponding returns on the Russell 2000 Index during the five-year period ended December 31, 2025 assuming $100 was invested on December 31, 2020 with reinvestment of all dividends. 2020 2021 2022 2023 2024 2025 InfuSystem $ 100 $ 91 $ 46 $ 56 $ 45 $ 48 Russell 2000 Index $ 100 $ 114 $ 89 $ 103 $ 113 $ 126
Under the terms of our 2021 Credit Agreement, as amended, our ability to pay dividends on our common stock is limited, and we do not anticipate paying dividends on our common stock in the foreseeable future. Unregistered Sales of Equity Securities and Use of Proceeds We did not sell any unregistered securities during the fiscal year ended December 31, 2024.
Under the terms of our 2021 Credit Agreement, as amended, our ability to pay dividends on our common stock is limited, and we do not anticipate paying dividends on our common stock in the foreseeable future. Unregistered Sales of Equity Securities and Use of Proceeds We did not sell any unregistered securities during the fiscal year ended December 31, 2025.
Pursuant to our equity compensation plans, the 30,445 shares reflected above were relinquished by employees or non-employee directors in exchange for our agreement to pay U.S. federal, state and local tax withholding obligations resulting from the exercise of the Company's stock options and vesting of the Company's restricted stock.
Pursuant to our equity compensation plans, the 7,322 shares reflected above were relinquished by employees or non-employee directors in exchange for our agreement to pay U.S. federal, state and local tax withholding obligations resulting from the exercise of the Company's stock options and vesting of the Company's restricted stock.
Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is listed on the NYSE American under the symbol INFU. As of March 9, 2025, we had approximately 228 stockholders of record of our common stock.
Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is listed on the NYSE American under the symbol INFU. As of February 25, 2026, we had approximately 222 stockholders of record of our common stock.
As of December 31, 2024, the Company had repurchased approximately 171,772 shares under the Share Repurchase Program. The Company had repurchased 553,149 shares under the previous authorization. Dividends Historically, we have not declared or paid any dividends on our common stock.
As of December 31, 2025, the Company had repurchased approximately 1,498,376 shares under the Share Repurchase Program. The Company had repurchased and retired approximately $6.2 million, or 553,149 shares under the previous authorization. Dividends Historically, we have not declared or paid any dividends on our common stock.
Purchases of Equity Securities by the Issuer A summary of our purchases of our common stock during the three months ended December 31, 2024 is as follows: Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (b) October 1, 2024 through October 31, 2024 30,237 $ 6.26 — $19,019,299 November 1, 2024 through November 30, 2024 — $ — — $19,019,299 December 1, 2024 through December 31, 2024 22,310 $ 9.02 22,102 $18,819,906 Total 52,547 $ 7.43 22,102 (a) Of the 52,547 shares of common stock presented in the table above, 30,445 shares were originally granted to employees and non-employee directors as stock options and restricted stock awards under our equity compensation plans.
Purchases of Equity Securities by the Issuer A summary of our purchases of our common stock during the three months ended December 31, 2025 is as follows: Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (b) October 1, 2025 through October 31, 2025 3,669 $ 9.61 — $10,327,463 November 1, 2025 through November 30, 2025 55,561 $ 9.61 51,908 $9,827,463 December 1, 2025 through December 31, 2025 85,986 $ 9.30 85,986 $9,028,153 Total 145,216 $ 9.42 137,894 (a) Of the 145,216 shares of common stock presented in the table above, 7,322 shares were originally granted to employees and non-employee directors as stock options and restricted stock awards under our equity compensation plans.
Added
Equity Compensation Plan Information See Part III, Item 12 to this Form 10-K for information relating to securities authorized for issuance under our equity compensation plans. 23 Table of Contents Stock Performance Graph As a smaller reporting company, we are presenting the following on a voluntary basis.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

215 edited+51 added−37 removed208 unchanged
Biggest changeFederal income tax expense (1,673) (568) State and local income tax expense Current (488) (245) Deferred (245) (65) Total state and local income tax expense (733) (310) Foreign income tax expense Current (308) (101) Total income tax expense $ (2,714) $ (979) The following table summarizes a reconciliation of the Company’s income tax (expense) benefit from the effective income tax rate to the U.S. federal statutory rate (in thousands): Years Ended December 31, 2024 2023 Income tax expense at the statutory rate $ (1,062) $ (389) State and local income tax expense (579) (245) Foreign income tax (62) (16) Share-Based compensation and other permanent differences (922) (260) Credits (78) (39) Other adjustments (11) (30) Income tax (expense) benefit at effective income tax rate $ (2,714) $ (979) 58 Table of Contents The following table summarizes the temporary differences and carryforwards that give rise to deferred tax assets and liabilities (in thousands): December 31, 2024 December 31, 2023 Deferred Federal, state and local tax assets – Bad debt reserves $ 4,448 $ 3,318 Stock-based compensation 1,806 1,812 Net operating loss (a) 3,434 6,400 Operating lease liabilities 1,548 1,864 Accrued compensation 801 792 Inventories 713 626 Research & development credits 555 555 Other credits 23 102 Other 1,128 616 Total deferred Federal, state and local tax assets 14,456 16,085 Deferred Federal, state and local tax liabilities – Depreciation and asset basis differences (4,792) (4,131) Goodwill and intangible assets (737) (768) Right-of-use assets (1,377) (1,718) Derivative financial instruments (362) (353) Total deferred Federal, state and local tax liabilities (7,268) (6,970) Net deferred tax assets $ 7,188 $ 9,115 (a) At December 31, 2024 and 2023, this includes state and local net operating losses of $0.4 million and $0.8 million, respectively.
Biggest changeThe following table summarizes the temporary differences and carryforwards that give rise to deferred tax assets and liabilities (in thousands): December 31, 2025 December 31, 2024 Deferred Federal, state and local tax assets – Bad debt reserves $ 5,673 $ 4,448 Stock-based compensation 2,343 1,806 Net operating loss (a) 1,385 3,434 Operating lease liabilities 1,248 1,548 Accrued compensation 1,067 801 Inventories 763 713 Research & development credits 517 555 Other credits 23 23 Other 120 1,128 Total deferred Federal, state and local tax assets 13,139 14,456 Deferred Federal, state and local tax liabilities – Depreciation and asset basis differences (6,502) (4,792) Goodwill and intangible assets (731) (737) Right-of-use assets (1,083) (1,377) Derivative financial instruments (183) (362) Total deferred Federal, state and local tax liabilities (8,499) (7,268) Net deferred tax assets $ 4,640 $ 7,188 (a) At December 31, 2025 and 2024, this includes state and local net operating losses of $0.2 million and $0.4 million, respectively. 61 Table of Contents The Company’s U.S. federal net operating loss carryforward for tax purposes was $5.8 million at December 31, 2025, resulting in a federal deferred tax asset of $1.2 million; such net operating loss carryforwards have an indefinite life.
This drug 25 Table of Contents administration method has replaced intravenous push or bolus administration in specific circumstances. The advantages of slow continuous low doses of certain drugs are well documented. Clinical studies support the use of continuous infusion chemotherapy for decreased toxicity without loss of anti-tumor efficacy.
This drug administration method has replaced intravenous push or bolus administration in specific circumstances. The advantages of slow 25 Table of Contents continuous low doses of certain drugs are well documented. Clinical studies support the use of continuous infusion chemotherapy for decreased toxicity without loss of anti-tumor efficacy.
Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606 - Revenue from Contracts with Customers ("ASC 606") stipulates revenue recognition at the time and in an amount that reflects the consideration expected to be entitled for the performance obligations that have been provided.
Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 606, "Revenue from Contracts with Customers" ("ASC 606") stipulates revenue recognition at the time and in an amount that reflects the consideration expected to be entitled for the performance obligations that have been provided.
ASC 606 defines contracts as creating enforceable rights and may be established through written contracts, oral agreements and through customary business practice. Under this definition, the Company considers contracts to be created at the time that the service is authorized or an order to purchase product is agreed upon regardless of whether or not there is a written contract.
ASC 606 defines contracts as creating enforceable rights and may be established through written contracts, oral agreements and through customary business practice. Under this definition, the Company considers contracts to be created at the time that the service is authorized or an order to purchase product is agreed upon regardless of whether or not there is a written contract.
The Company has three separate and distinct performance obligations offered to its customers: a rental service performance obligation, a product sale performance obligation and a service performance obligation.
The Company has three separate and distinct performance obligations offered to its customers: a rental service performance obligation, a product sale performance obligation and a service performance obligation.
The Company’s revenues related to product sales are recognized at the time that control of the product has been transferred to the customer; either at the time the product is shipped or the time the product has been received by the customer, depending on the delivery terms, or when the customer uses the products in the case of when our products are stored at a customer's location.
The Company’s revenues related to product sales are recognized at the time that control of the product has been transferred to the customer; either at the time the product is shipped or the time the product has been received by the customer, depending on the delivery terms, or when the customer uses the products in the case of when our products are stored at a customer's location.
The Company does not commit to long-term contracts to sell customers a certain minimum quantity of products. The Company's revenues related to services are recognized as the service work is completed. The Company employs certain significant judgments to estimate the dollar amount of revenue, and related concessions, allocated to the rental service and product performance obligations.
The Company does not commit to long-term contracts to sell customers a certain minimum quantity of products. The Company's revenues related to services are recognized as the service work is completed. The Company employs certain significant judgments to estimate the dollar amount of revenue, and related concessions, allocated to the rental service and product performance obligations.
The contract period starts at contract inception and typically extends 30 days past the end of each reporting period representing the non-cancelable period of each agreement.
The contract period starts at contract inception and typically extends 30 days past the end of each reporting period representing the non-cancelable period of each agreement.
These estimates for variable consideration are based on historical service volumes with our customers and prices with similar payers, aged accounts receivable by payer class and payer correspondence using the portfolio approach, which provide a reasonable basis for estimating the variable portion of a transaction.
These estimates for variable consideration are based on historical service volumes with our customers and prices with similar payers, aged accounts receivable by payer class and payer correspondence using the portfolio approach, which provide a reasonable basis for estimating the variable portion of a transaction.
The 2021 Credit Agreement includes customary events of default. The occurrence of an event of default will permit the lenders to terminate commitments to lend under the Revolving Facility and accelerate payment of all amounts outstanding thereunder.
The 2021 Credit Agreement includes customary events of default. The occurrence of an event of default will permit the lenders to terminate commitments to lend under the Revolving Facility and accelerate payment of all amounts outstanding thereunder.
Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-35020) filed on November 13, 2020). 10.9** Restricted Stock Unit Agreement (Service-Based), dated August 24, 2020, between the Company and Richard DiIorio (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on August 25, 2020). 10.10** Restricted Stock Unit Agreement (Performance-Based), dated August 24, 2020, between the Company and Richard DiIorio (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on August 25, 2020). 10.11 Credit Agreement dated as of February 5, 2021 among InfuSystem Holdings, Inc., InfuSystem Holdings USA, Inc., InfuSystem, Inc., First Biomedical, Inc., IFC LLC, the other Loan Parties thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent, Sole Bookrunner and Sole Lead Arranger (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on February 11, 2021). 10.12 Pledge and Security Agreement entered into as of February 5, 2021 by and among InfuSystem Holdings, Inc., InfuSystem Holdings USA, Inc., InfuSystem, Inc., First Biomedical, Inc. and IFC LLC, and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the other lenders party to the Credit Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on February 11, 2021). 10.13** Restricted Stock Unit Agreement (Service-Based), dated March 1, 2021, between the Company and Carrie Lachance (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on March 2, 2021). 10.14** InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-256231) filed on May 18, 2021). 10.15** Form of Nonqualified Stock Option Agreement (Non-employee Directors) under the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 24, 2021). 10.16** Form of Nonqualified Stock Option Agreement (Employees) under the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 24, 2021). 10.17** Form of Restricted Stock Unit Agreement (Time-based Vesting) under the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 24, 2021). 75 Table of Contents Exhibit Number Description of Document 10.18** Form of Restricted Stock Unit Agreement (Performance-based Vesting) under the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 24, 2021). 10.19** First Amended and Restated Employment Agreement, dated May 24, 2021, by and between the Company and Richard DiIorio (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 24, 2021). 10.20** First Amended and Restated Employment Agreement, dated May 24, 2021, by and between the Company and Barry Steele (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 24, 2021). 10.21** First Amended and Restated Employment Agreement, dated May 24, 2021, by and between the Company and Carrie Lachance (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 24, 2021). 10.22** Form of Restricted Stock Unit Agreement (Performance-based Vesting) under the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on August 4, 2022). 10.23 First Amendment to Credit Agreement dated as of April 21, 2023 by and among InfuSystem Holdings, Inc., InfuSystem Holdings USA, Inc., InfuSystem, Inc., First Biomedical, Inc., IFC LLC, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 2, 2023). 10.24** First Amendment to the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 25, 2023). 10.25** InfuSystem Holdings, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 25, 2023). 10.26 Non-Disclosure Agreement for Potential Director Candidate, dated August 4, 2022, by and between the Company and R.
Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-35020) filed on November 13, 2020). 10.9** Restricted Stock Unit Agreement (Service-Based), dated August 24, 2020, between the Company and Richard DiIorio (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on August 25, 2020). 10.10** Restricted Stock Unit Agreement (Performance-Based), dated August 24, 2020, between the Company and Richard DiIorio (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on August 25, 2020). 10.11 Credit Agreement dated as of February 5, 2021 among InfuSystem Holdings, Inc., InfuSystem Holdings USA, Inc., InfuSystem, Inc., First Biomedical, Inc., IFC LLC, the other Loan Parties thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent, Sole Bookrunner and Sole Lead Arranger (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on February 11, 2021). 10.12 Pledge and Security Agreement entered into as of February 5, 2021 by and among InfuSystem Holdings, Inc., InfuSystem Holdings USA, Inc., InfuSystem, Inc., First Biomedical, Inc. and IFC LLC, and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the other lenders party to the Credit Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on February 11, 2021). 10.13** Restricted Stock Unit Agreement (Service-Based), dated March 1, 2021, between the Company and Carrie Lachance (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on March 2, 2021). 10.14** InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-256231) filed on May 18, 2021). 10.15** Form of Nonqualified Stock Option Agreement (Non-employee Directors) under the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 24, 2021). 10.16** Form of Nonqualified Stock Option Agreement (Employees) under the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 24, 2021). 10.17** Form of Restricted Stock Unit Agreement (Time-based Vesting) under the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 24, 2021). 78 Table of Contents Exhibit Number Description of Document 10.18** Form of Restricted Stock Unit Agreement (Performance-based Vesting) under the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 24, 2021). 10.19** First Amended and Restated Employment Agreement, dated May 24, 2021, by and between the Company and Richard DiIorio (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 24, 2021). 10.20** First Amended and Restated Employment Agreement, dated May 24, 2021, by and between the Company and Barry Steele (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 24, 2021). 10.21** First Amended and Restated Employment Agreement, dated May 24, 2021, by and between the Company and Carrie Lachance (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 24, 2021). 10.22** Form of Restricted Stock Unit Agreement (Performance-based Vesting) under the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on August 4, 2022). 10.23 First Amendment to Credit Agreement dated as of April 21, 2023 by and among InfuSystem Holdings, Inc., InfuSystem Holdings USA, Inc., InfuSystem, Inc., First Biomedical, Inc., IFC LLC, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 2, 2023). 10.24** First Amendment to the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 25, 2023). 10.25** InfuSystem Holdings, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 25, 2023). 10.26 Non-Disclosure Agreement for Potential Director Candidate, dated August 4, 2022, by and between the Company and R.
The forward-looking statements included in this discussion and elsewhere in this Form 10-K involve risks and uncertainties, including those set forth under “ Cautionary Statement About Forward-Looking Statements. ” Actual results and experience could differ materially from the anticipated results and other expectations expressed in our forward-looking statements as a result of a number of factors, including but not limited to those discussed in this Item and in Item 1A - “ Risk Factors. ” Overview We are a leading national healthcare service provider, facilitating outpatient care for Durable Medical Equipment manufacturers and healthcare providers.
The forward-looking statements included in this discussion and elsewhere in this Form 10-K involve risks and uncertainties, including those set forth under “ Cautionary Statement About Forward-Looking Statements. ” Actual results and experience could differ materially from the anticipated results and other expectations expressed in our forward-looking statements as a result of a number of factors, including but not limited to those discussed in this Item and in Item 1A - “ Risk Factors. ” Overview We are a leading national healthcare service provider, facilitating outpatient care for Durable Medical Equipment (DME) manufacturers and healthcare providers.
On April 26, 2023, the Company entered into a First Amendment to the 2021 Credit Agreement (the “First Amendment”) with the Agent and the lenders party thereto, which amended the 2021 Credit Agreement, to provide for, among other things: (i) an extension of the maturity date for the 2021 Credit Agreement to April 26, 2028, (ii) the replacement of London Interbank Offered Rate (“LIBOR”) with Adjusted Term Secured Overnight Financing Rate (“SOFR”) as a benchmark interest rate, and (iii) an increase of the maximum dollar amount of incremental revolving loans from $25 million to $35 million.
On April 26, 2023, the Company entered into a First Amendment to the 2021 Credit Agreement (the “First Amendment”) with the Agent and the lenders party thereto, which amended the 2021 Credit Agreement, to provide for, among other things: (i) an extension of the maturity date for the 2021 Credit Agreement to April 26, 2028, (ii) the replacement of London Interbank Offered Rate with Adjusted Term Secured Overnight Financing Rate (“SOFR”) as a benchmark interest rate, and (iii) an increase of the maximum dollar amount of incremental revolving loans from $25 million to $35 million.
PSUs generally become vested over a period of up to three years based on the performance of a specific achievement. Awards typically vest and are issued only if the participants remain employed by the Company through the vesting date. Common stock issued under these awards are issued from shares reserved under the Company’s plan described below.
PSUs generally become vested over a period of up to three years based on the performance of a specific achievement. Awards typically vest and are issued only if the participants remain employed by the Company through the vesting date. Common stock issued under these awards is issued from shares reserved under the Company’s plan described below.
The ability to borrow under the facility is subject to ongoing compliance with a number of customary affirmative and negative covenants, including limitations on 54 Table of Contents indebtedness, liens, mergers, acquisitions, investments, asset sales, affiliate transactions and restricted payments, as well as financial covenants, including the following: • a minimum fixed charge coverage ratio (defined as the ratio of consolidated EBITDA (as defined in the 2021 Credit Agreement) less 50% of depreciation expense), to consolidated fixed charges (as defined in the 2021 Credit Agreement)) for the prior four most recently ended calendar quarters of 1.20 to 1.00; and • a maximum leverage ratio (defined as total indebtedness to EBITDA for the prior four most recently ended calendar quarters) of 3.50 to 1.00.
The ability to borrow under the facility is subject to ongoing compliance with a number of customary affirmative and negative covenants, including limitations on indebtedness, liens, mergers, acquisitions, investments, asset sales, affiliate transactions and restricted payments, as well as financial covenants, including the following: • a minimum fixed charge coverage ratio (defined as the ratio of consolidated EBITDA (as defined in the 2021 Credit Agreement) less 50% of depreciation expense), to consolidated fixed charges (as defined in the 2021 Credit Agreement)) for the prior four most recently ended calendar quarters of 1.20 to 1.00; and 56 Table of Contents • a maximum leverage ratio (defined as total indebtedness to EBITDA for the prior four most recently ended calendar quarters) of 3.50 to 1.00.
On April 26, 2023, the Company entered into a First Amendment to the 2021 Credit Agreement (the “First Amendment”) with the Agent and the lenders party thereto, which amended the 2021 Credit Agreement, to provide for, among other things: (i) an extension of the maturity date for the 2021 Credit Agreement to April 26, 2028, (ii) the replacement of London Interbank Offered Rate (“LIBOR”) with Adjusted Term Secured Overnight Financing Rate (“SOFR”) as a benchmark interest rate, and (iii) an increase of the maximum dollar amount of incremental revolving loans from $25 million to $35 million.
On April 26, 2023, the Company entered into the First Amendment with the Agent and the lenders party thereto, which amended the 2021 Credit Agreement, to provide for, among other things: (i) an extension of the maturity date for the 2021 Credit Agreement to April 26, 2028, (ii) the replacement of London Interbank Offered Rate (“LIBOR”) with Adjusted Term Secured Overnight Financing Rate (“SOFR”) as a benchmark interest rate, and (iii) an increase of the maximum dollar amount of incremental revolving loans from $25 million to $35 million.
Proceeds from the loan, along with approximately $8.2 million in cash, were used to repay all amounts due under the Company’s then existing 2015 Credit Agreement. The 2021 Credit Agreement has customary representations and warranties.
Proceeds from the loan, along with approximately $8.2 million in cash, were used to repay all amounts due under the Company’s then existing credit agreement. The 2021 Credit Agreement has customary representations and warranties.
InfuSystem is accredited by the Community Health Accreditation Partner (CHAP) and is ISO 9001 certified at our Kansas, Michigan, Massachusetts, Canada and Santa Fe Springs, California locations as well as ISO 13485 certified at our Bakersfield, California location.
InfuSystem is accredited in Michigan by the Community Health Accreditation Partner (CHAP) and is ISO 9001 certified at our Kansas, Michigan, Massachusetts, Canada and Santa Fe Springs, California locations as well as ISO 13485 certified at our Bakersfield, California location.
Directors, Executive Officers and Corporate Governance The information required by Part III, Item 10 is incorporated herein by reference to the sections titled “Election of Directors,” “Board of Directors and Committees of the Board of Directors,” “Executive Officers,” and “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement relating to the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Directors, Executive Officers and Corporate Governance The information required by Part III, Item 10 is incorporated herein by reference to the sections titled “Election of Directors,” “Board of Directors and Committees of the Board of Directors,” “Executive Officers,” and “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement relating to the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Inherent Limitations over Internal Controls and Procedures A company's internal control over financial reporting is a process designed by, or under the supervision of, its principle executive and principal financial officers, and effected by such company's board of directors, management and other personnel 69 Table of Contents to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP and includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations over Internal Controls and Procedures A company's internal control over financial reporting is a process designed by, or under the supervision of, its principle executive and principal financial officers, and effected by such company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP and includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Executive Compensation The information required by Part III, Item 11 is incorporated herein by reference to the sections titled “Advisory Vote Regarding Executive Compensation,” “Executive Compensation,” and “Policies and Practices Related to the Grant of Certain Equity Awards” in our definitive proxy statement relating to the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Executive Compensation The information required by Part III, Item 11 is incorporated herein by reference to the sections titled “Advisory Vote Regarding Executive Compensation,” “Executive Compensation,” and “Policies and Practices Related to the Grant of Certain Equity Awards” in our definitive proxy statement relating to the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
The Company doesn’t believe it is probable that a significant reversal of revenue will occur in future periods because (i) there is no significant uncertainty about the amount of considerations that is expected to be collected based on collection history and (ii) the large number of sufficiently similar contracts allows the Company to adequately estimate the components of variable consideration. 44 Table of Contents Net revenues are adjusted when changes in estimates of variable consideration occur.
The Company doesn’t believe it is probable that a significant reversal of revenue will occur in future periods because (i) there is no significant uncertainty about the amount of considerations that is expected to be collected based on collection history and (ii) the large number of sufficiently similar contracts allows the Company to adequately estimate the components of variable consideration. 45 Table of Contents Net revenues are adjusted when changes in estimates of variable consideration occur.
Certain Relationships and Related Transactions, and Director Independence The information required by Part III, Item 13 is incorporated herein by reference to the sections titled “Election of Directors – Director Independence” and “Certain Relationships and Related Party Transactions” in our definitive proxy statement relating to the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Certain Relationships and Related Transactions, and Director Independence The information required by Part III, Item 13 is incorporated herein by reference to the sections titled “Election of Directors – Director Independence” and “Certain Relationships and Related Party Transactions” in our definitive proxy statement relating to the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
The other information required by Part III, Item 12 is incorporated herein by reference to the section titled “Security Ownership of certain Beneficial Owners and Management” in our definitive proxy statement relating to the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
The other information required by Part III, Item 12 is incorporated herein by reference to the section titled “Security Ownership of certain Beneficial Owners and Management” in our definitive proxy statement relating to the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
ICU Medical, Inc. supplied approximately 60% of the ambulatory pumps purchased by the Company in 2024. The Company has a supply agreement in place with this supplier. Certain “spot” purchases are made on the open market subject to individual negotiation. The Company also supplies Negative Pressure Wound Therapy (“NPWT”) medical equipment, as well as related disposables and ancillary supplies.
ICU Medical, Inc. supplied approximately 60% of the ambulatory pumps purchased by the Company in 2025. The Company has a supply agreement in place with this supplier. Certain “spot” purchases are made on the open market subject to individual negotiation. The Company also supplies Negative Pressure Wound Therapy (“NPWT”) medical equipment, as well as related disposables and ancillary supplies.
Insider Trading Policy 21.1* Subsidiaries of InfuSystem Holdings, Inc. 23. 1 * Consent of DELOITTE & TOUCHE LLP 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended 32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 76 Table of Contents Exhibit Number Description of Document 32.2* Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1* InfuSystem Holdings, Inc.
Insider Trading Policy 79 Table of Contents Exhibit Number Description of Document 21.1* Subsidiaries of InfuSystem Holdings, Inc. 23.1* Consent of DELOITTE & TOUCHE LLP 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended 32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1* InfuSystem Holdings, Inc.
Additionally, leases are classified as either financing or operating; the classification determines the pattern of expense 47 Table of Contents recognition and classification within the statement of operations. The Company elected to apply its lease accounting policy only to leases with a term greater than twelve months. ASC 842 provides practical expedients for an entity’s ongoing accounting.
Additionally, leases are classified as either financing or operating; the classification determines the pattern of expense 48 Table of Contents recognition and classification within the statement of operations. The Company elected to apply its lease accounting policy only to leases with a term greater than twelve months. ASC 842 provides practical expedients for an entity’s ongoing accounting.
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of InfuSystem Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of InfuSystem Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).
Accounts Receivable and Allowance for Credit Losses, and Contingencies Amounts billed that have not yet been collected that also meet the conditions for unconditional right to payment are presented as accounts receivable. Accounts receivable related to rental service and delivery of products are reported at net 45 Table of Contents realizable value, inclusive of adjustments for variable consideration.
Accounts Receivable and Allowance for Credit Losses, and Contingencies Amounts billed that have not yet been collected that also meet the conditions for unconditional right to payment are presented as accounts receivable. Accounts receivable related to rental service and delivery of products are reported at net 46 Table of Contents realizable value, inclusive of adjustments for variable consideration.
Costs incurred during the preliminary project and post-implementation stages, as well as software maintenance and training costs, are expensed in the period in which they are incurred. The Company did not capitalize any internal-use software for the year ended December 31, 2024, and 2023. Amortization expense for capitalized software was $0.1 million as of both December 31, 2024 and 2023.
Costs incurred during the preliminary project and post-implementation stages, as well as software maintenance and training costs, are expensed in the period in which they are incurred. The Company did not capitalize any internal-use software for the year ended December 31, 2025, and 2024. Amortization expense for capitalized software was $0.1 million as of both December 31, 2025 and 2024.
We did not have any foreign currency derivative contracts outstanding at any time during the three-year period ended December 31, 2024. The maximum length of time over which we hedge our exposure to short-term interest rate risk is equal to the remaining term for the debt obligation being hedged.
We did not have any foreign currency derivative contracts outstanding at any time during the three-year period ended December 31, 2025. The maximum length of time over which we hedge our exposure to short-term interest rate risk is equal to the remaining term for the debt obligation being hedged.
Item 16. 10-K Summary None. 77 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. INFUSYSTEM HOLDINGS, INC.
Item 16. 10-K Summary None. 80 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. INFUSYSTEM HOLDINGS, INC.
The Company has insurance policies covering potential losses where such coverage is cost effective. The Company is not at this time involved in any proceedings that the Company currently believes could have a material effect on the Company’s financial condition, results of operations or cash flows. 11.
The Company has insurance policies covering potential losses where such coverage is cost effective. The Company is not at this time involved in any proceedings that the Company currently believes could have a material effect on the Company’s financial condition, results of operations or cash flows. 12.
Exhibit Index Exhibit Number Description of Document 3.1 Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K (File No. 1-35020) filed on May 12, 2014). 3.2 Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on July 9, 2018). 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A (File No. 333-129035) filed on March 3, 2006). 4.2 Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K (File No. 1-35020) filed on March 30, 2020. 10.1** InfuSystem Holdings, Inc. 2007 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-150066) filed on April 3, 2008). 10.2** Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-35020) filed on November 10, 2014). 10.3** Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 1-35020) filed on May 12, 2015). 74 Table of Contents Exhibit Number Description of Document 10.4** Stock Option Award Agreement by and between InfuSystem Holdings, Inc. and Richard DiIorio, dated as of November 15, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on November 20, 2017). 10.5** Stock Appreciation Right Award Agreement by and between InfuSystem Holdings, Inc. and Richard DiIorio, dated as of November 15, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on November 20, 2017). 10.6** InfuSystem Holdings, Inc. 2014 Equity Plan (as amended through May 15, 2019) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 17, 2019). 10.7** Form of Performance Unit Award Agreement under the 2014 Equity Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 27, 2020). 10.8** Composite Copy of InfuSystem Holdings, Inc.
Exhibit Index Exhibit Number Description of Document 3.1 Second Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K (File No. 1-35020) filed on June 3, 2025). 3.2 Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on July 9, 2018). 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A (File No. 333-129035) filed on March 3, 2006). 4.2 Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K (File No. 1-35020) filed on March 30, 2020. 10.1** InfuSystem Holdings, Inc. 2007 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-150066) filed on April 3, 2008). 10.2** Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-35020) filed on November 10, 2014). 10.3** Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 1-35020) filed on May 12, 2015). 77 Table of Contents Exhibit Number Description of Document 10.4** Stock Option Award Agreement by and between InfuSystem Holdings, Inc. and Richard DiIorio, dated as of November 15, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on November 20, 2017). 10.5** Stock Appreciation Right Award Agreement by and between InfuSystem Holdings, Inc. and Richard DiIorio, dated as of November 15, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on November 20, 2017). 10.6** InfuSystem Holdings, Inc. 2014 Equity Plan (as amended through May 15, 2019) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 17, 2019). 10.7** Form of Performance Unit Award Agreement under the 2014 Equity Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-35020) filed on May 27, 2020). 10.8** Composite Copy of InfuSystem Holdings, Inc.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
The Company also contracts with various other third-party payer organizations, Medicaid, commercial Medicare replacement plans, self-insured plans, facilities of its Medicare patients and numerous other insurance carriers. No single payer or customer represented more than 10% of the Company's net revenue in 2024 or 2023.
The Company also contracts with various other third-party payer organizations, Medicaid, commercial Medicare replacement plans, self-insured plans, facilities of its Medicare patients and numerous other insurance carriers. No single payer or customer represented more than 10% of the Company's net revenue in 2025 or 2024.
The pump reserve for medical equipment in rental service represents an estimate for medical equipment that is considered to be missing. The reserve calculated is equal to the net book value of assets that have not returned from the field within a certain timeframe. Sales of the Company's medical equipment are included in net revenue. 5.
The pump reserve for medical equipment in rental service represents an estimate for medical equipment that is considered to be missing. The reserve calculated is equal to the net book value of assets that have not returned from the field within a certain timeframe. Sales of the Company's medical equipment are included in net revenue. 6.
Deferred Debt Issuance Costs Capitalized debt issuance costs as of December 31, 2024 and 2023 relate to the Company’s credit facility. The costs related to the agreement are netted against current and non-current debt and is recognized in Interest expense. The Company amortizes these costs using the interest method through the maturity date of the underlying debt.
Deferred Debt Issuance Costs Capitalized debt issuance costs as of December 31, 2025 and 2024 relate to the Company’s credit facility. The costs related to the agreement are netted against current and non-current debt and is recognized in Interest expense. The Company amortizes these costs using the interest method through the maturity date of the underlying debt.
The Company is not able to estimate an aggregate amount or range of reasonably possible losses for those legal matters for which losses are not probable and estimable, primarily for the following reasons: (i) many of the relevant legal proceedings are in preliminary stages, and until such proceedings develop further, there is often uncertainty regarding the relevant facts and circumstances at 59 Table of Contents issue and potential liability; and (ii) many of these proceedings involve matters of which the outcomes are inherently difficult to predict.
The Company is not able to estimate an aggregate amount or range of reasonably possible losses for those legal matters for which losses are not probable and estimable, primarily for the following reasons: (i) many of the relevant legal proceedings are in preliminary stages, and until such proceedings develop further, there is often uncertainty regarding the relevant facts and circumstances at issue and potential liability; and (ii) many of these proceedings involve matters of which the outcomes are inherently difficult to predict.
The Company assesses impairment indicators related to its internally-developed, internal-use software, specifically looking at the effectiveness and useful lives of each project and sub-project to determine if impairment indicators are present. For the year ended December 31, 2024, the Company assessed the impairment indicators and found none to be present.
The Company assesses impairment indicators related to its internally-developed, internal-use software, specifically looking at the effectiveness and useful lives of each project and sub-project to determine if impairment indicators are present. For the year ended December 31, 2025, the Company assessed the impairment indicators and found none to be present.
In the case of the market-based awards having a TSR metric, awards can be earned at an amount of 50% of the target number of shares for achieving a minimum threshold below the target or up to 200% of the target number of shares for exceeding the target, with a linear adjustment between the threshold and target or between target and maximum performance achievement.
In the case of the awards having a TSR metric, awards can be earned at an amount of 50% of the target number of shares for achieving a minimum threshold below the target or up to 200% of the target number of shares for exceeding the target, with a linear adjustment between the threshold and target or between target and maximum performance achievement.
Accounts Receivable, Net and Net Revenues - Third-Party Payer Rental Accounts Receivable and Revenue Price Concessions - Refer to Notes 2 and 3 to the Financial Statements Critical Audit Matter Description Management records third-party payer rental accounts receivable and related revenue for medical equipment and certain related disposable supplies at their net realizable values.
Accounts Receivable, Net and Net Revenues - Third-Party Payer Rental Accounts Receivable and Revenue Price Concessions - Refer to Notes 2 and 4 to the Financial Statements Critical Audit Matter Description Management records third-party payer rental accounts receivable and related revenue for medical equipment and certain related disposable supplies at their net realizable values.
Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of InfuSystem Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of InfuSystem Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Such information is accumulated and communicated to the company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our CEO and CFO determined that the Company's disclosure controls and procedures were effective as of December 31, 2024.
Such information is accumulated and communicated to the company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our CEO and CFO determined that the Company's disclosure controls and procedures were effective as of December 31, 2025.
Accounts at banks with an aggregate excess of the amount of outstanding checks over the cash balances are included in accounts payable in current liabilities in the consolidated balance sheet. At December 31, 2024, and 2023, the Company did not have any cash equivalents.
Accounts at banks with an aggregate excess of the amount of outstanding checks over the cash balances are included in accounts payable in current liabilities in the consolidated balance sheet. At December 31, 2025, and 2024, the Company did not have any cash equivalents.
The Company performed its annual impairment analysis by using a quantitative assessment as of October 31, 2024 and determined that the fair value of the trade names with indefinite lives was greater than their carrying value, resulting in no impairment.
The Company performed its annual impairment analysis by using a quantitative assessment as of October 31, 2025 and determined that the fair value of the trade names with indefinite lives was greater than their carrying value, resulting in no impairment.
Fair Value of Financial Instruments The carrying amounts reported in the consolidated balance sheets as of December 31, 2024 and 2023 for cash, accounts receivable, accounts payable and other current liabilities approximate fair value because of the short-term nature of these instruments (Level I).
Fair Value of Financial Instruments The carrying amounts reported in the consolidated balance sheets as of December 31, 2025 and 2024 for cash, accounts receivable, accounts payable and other current liabilities approximate fair value because of the short-term nature of these instruments (Level I).
For the years ended December 31, 2024 and 2023, respectively, the Company assessed the impairment indicators and found none to be present. Leases For policies related to the Company acting as a lessor, refer to the "Lease Arrangements" policy section above.
For the years ended December 31, 2025 and 2024, respectively, the Company assessed the impairment indicators and found none to be present. Leases For policies related to the Company acting as a lessor, refer to the "Lease Arrangements" policy section above.
The fair values of the Company’s derivative financial instruments are categorized as Level 2 of the fair value hierarchy as the values are derived using the market approach based on observable market inputs including quoted prices of similar instruments and interest rate forward curves.
The fair values of the Company’s derivative financial instruments are categorized as Level II of the fair value hierarchy as the values are derived using the market approach based on observable market inputs including quoted prices of similar instruments and interest rate forward curves.
Goodwill and Intangible Assets The changes in the carrying value of goodwill by segment are as follows (in thousands): Device Solutions (a) Balance as of December 31, 2023 3,710 Goodwill acquired — Balance as of December 31, 2024 $ 3,710 (a) The Patient Services segment has no recorded goodwill.
Goodwill and Intangible Assets The changes in the carrying value of goodwill by segment are as follows (in thousands): Device Solutions (a) Balance as of December 31, 2024 3,710 Goodwill acquired — Balance as of December 31, 2025 $ 3,710 (a) The Patient Services segment has no recorded goodwill.
Principal Accounting Fees and Services The information required by Part III, Item 14 is incorporated herein by reference to the sections titled “Ratification of Independent Registered Public Accounting Firm” and “Independent Auditor’s Fees” in our definitive proxy statement relating to the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. 73 Table of Contents PART IV Item 15.
Principal Accounting Fees and Services The information required by Part III, Item 14 is incorporated herein by reference to the sections titled “Ratification of Independent Registered Public Accounting Firm” and “Independent Auditor’s Fees” in our definitive proxy statement relating to the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. 76 Table of Contents PART IV Item 15.
Because of the hedging relationships, a change of 50% in the market rate of SOFR would not have a material impact on our financial results. 34 Table of Contents Item 8. Financial Statements and Supplementary Data.
Because of the hedging relationships, a change of 50% in the market rate of SOFR would not have a material impact on our financial results. 35 Table of Contents Item 8. Financial Statements and Supplementary Data.
The Company performs a similar analysis of slow-moving Equipment for sale or rent and records a reserve, which was less than $0.1 million as of both December 31, 2024 and 2023.
The Company performs a similar analysis of slow-moving Equipment for sale or rent and records a reserve, which was less than $0.1 million as of both December 31, 2025 and 2024.
First, it evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more-likely-than-not that the position will be 48 Table of Contents sustained upon examination.
First, it evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more-likely-than-not that the position will be 49 Table of Contents sustained upon examination.
In the case of the market-based awards having a trading price metric, awards are paid in stock either immediately upon achievement of the performance condition or expire without any payment after the third anniversary of the grant date.
In the case of the awards having a trading price metric, awards are paid in stock either immediately upon achievement of the performance condition or expire without any payment after the third anniversary of the grant date.
Based on this assessment, management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2024. The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report, which is included below.
Based on this assessment, management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2025. The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report, which is included below.
Included in our basic and diluted weighted average common shares are those stock options and restricted stock awards due to participants granted from the 2014 and 2021 stock incentive plans. Anti-dilutive stock awards are comprised of stock options and unvested restricted stock awards, which would have been anti-dilutive in the application of the treasury stock method.
Included in our basic and diluted weighted average common shares are those stock options and restricted stock awards due to participants granted from the 2014 and 2021 stock incentive plans. Anti-dilutive stock awards are comprised of stock options and unvested 50 Table of Contents restricted stock awards, which would have been anti-dilutive in the application of the treasury stock method.
The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. For intangible assets, the Company typically uses the income approach to determine their estimated fair values.
The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is 44 Table of Contents recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. For intangible assets, the Company typically uses the income approach to determine their estimated fair values.
A high degree of auditor judgment and an increased extent of effort was required when performing audit procedures to evaluate management's estimate of price concessions. 36 Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management's estimate of price concessions recorded to reduce third-party payer rental accounts receivable and revenues to their net realizable value included the following, among others: • Evaluating the methodology and assumptions used by management in determining the estimated price concessions. • Testing the source information used by management in determining the estimated price concessions. • Testing the mathematical accuracy of management's calculation of the estimated price concessions. • Evaluating management's ability to accurately estimate price concessions by comparing prior year estimates to actual collection results. /s/ Deloitte & Touche LLP Detroit, Michigan March 11, 2025 We have served as the Company's auditor since 2023. 37 Table of Contents INFUSYSTEM HOLDINGS, INC.
A high degree of auditor judgment and an increased extent of effort was required when performing audit procedures to evaluate management's estimate of price concessions. 37 Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management's estimate of price concessions recorded to reduce third-party payer rental accounts receivable and revenues to their net realizable value included the following, among others: • Evaluating the methodology and assumptions used by management in determining the estimated price concessions. • Testing the source information used by management in determining the estimated price concessions. • Testing the mathematical accuracy of management's calculation of the estimated price concessions. • Evaluating management's ability to accurately estimate price concessions by comparing prior year estimates to actual collection results. /s/ Deloitte & Touche LLP Detroit, Michigan February 27, 2026 We have served as the Company's auditor since 2023. 38 Table of Contents INFUSYSTEM HOLDINGS, INC.
The Company periodically performs an analysis to identify potentially missing Equipment and records a reserve equal to the underlying net book value, which was $2.5 million and $2.1 million as of December 31, 2024 and 2023, respectively. This amount approximates the accelerated depreciation the Company would recognize over the remaining useful lives of the assets determined to be missing.
The Company periodically performs an analysis to identify potentially missing Equipment and records a reserve equal to the underlying net book value, which was $2.7 million and $2.5 million as of December 31, 2025 and 2024, respectively. This amount approximates the accelerated depreciation the Company would recognize over the remaining useful lives of the assets determined to be missing.
Our acquisition of OB Healthcare, a privately-held biomedical services company, on 26 Table of Contents April 18, 2021 further develops and expands InfuSystem’s Device Solutions segment by adding field service capabilities and complements the Company’s purchase of FilAMed.
Our acquisition of OB Healthcare, a privately-held biomedical services company, on April 18, 2021 further develops and expands InfuSystem’s Device Solutions segment by adding field service capabilities and complements the Company’s purchase of FilAMed.
These judgments include, among others, the estimation of variable consideration. The Company allocates variable consideration using standalone selling price when appropriate and available. When an appropriate standalone selling price is not available, the Company allocates based on a best estimate 32 Table of Contents approach using the relative fair market value.
These judgments include, among others, the estimation of variable consideration. The Company allocates variable consideration using standalone selling price when appropriate and available. When an appropriate standalone selling price is not available, the Company allocates based on a best estimate approach using the relative fair market value.
The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories.
The amendments in this ASU require public entities to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories.
Employee Benefit Plans and Other The Company has a defined contribution plan in which the Company makes discretionary matching contributions for a certain percentage of employee contributions. The Company’s matching contributions was $1.3 million, for both of the years ended December 31, 2024 and 2023, respectively. The Company does not provide other post-retirement or post-employment benefits to its employees.
Employee Benefit Plans and Other The Company has a defined contribution plan in which the Company makes discretionary matching contributions for a certain percentage of employee contributions. For the years ended December 31, 2025 and 2024, the Company’s matching contributions was $1.4 million and $1.3 million, respectively. The Company does not provide other post-retirement or post-employment benefits to its employees.
Evaluation of Disclosure Controls and Procedures Management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024.
Evaluation of Disclosure Controls and Procedures Management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025.
These amounts have not been paid for as of December 31, 2024 and 2023, respectively, but will be included as a cash outflow from investing activities for purchases of medical equipment and property when paid. See accompanying notes to consolidated financial statements. 42 Table of Contents INFUSYSTEM HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1.
These amounts have not been paid for as of December 31, 2025 and 2024, respectively, but will be included as a cash outflow from investing activities for purchases of medical equipment and property when paid. See accompanying notes to consolidated financial statements. 43 Table of Contents INFUSYSTEM HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1.
G&A expenses during these periods consisted primarily of accounting, administrative, third-party payer billing and contract services, customer service, nurses on staff, new product services, service center personnel salaries, fringe benefits and other payroll-related items, professional fees, legal fees, stock-based compensation, annual management incentive bonuses, insurance and other miscellaneous items.
G&A expenses during these periods consisted primarily of accounting, administrative, third-party payer billing and contract services, customer service, nurses on staff, new product services, service center personnel salaries, fringe benefits and other payroll-related items, professional fees, legal fees, stock-based compensation, insurance and other miscellaneous items.
Business Combinations The Company accounts for all business combinations using the acquisition method of accounting, which allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their 43 Table of Contents estimated fair values.
Business Combinations The Company accounts for all business combinations using the acquisition method of accounting, which allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values.
The reserve is equal to the underlying net book value of the medical equipment considered missing, which was $2.5 million and $2.1 million as of December 31, 2024 and 2023, respectively. The expense related to adjustments in the reserve is recorded to cost of revenues on the Consolidated Statements of Operations and Comprehensive Income. Item 7A.
The reserve is equal to the underlying net book value of the medical equipment considered missing, which was $2.7 million and $2.5 million as of December 31, 2025 and 2024, respectively. The expense related to adjustments in the reserve is recorded to cost of revenues on the Consolidated Statements of Operations and Comprehensive Income. Item 7A.
See Note 13 for segment disclosures. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgements that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates.
See Note 14 for segment disclosures. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates.
Current barriers to entry for potential competitors are created by our: (i) growing number of third-party payer networks under contract, which included nearly 835 third-party payer networks as of December 31, 2024, an increase of 2% over the prior year period; (ii) economies of scale, which allow for predictable reimbursement and less costly purchase and management of the pumps, respectively; (iii) established, long-standing relationships as a provider of pumps to outpatient oncology practices in the U.S. and Canada; (iv) pump fleet of ambulatory and large volume infusion pumps for rent and for sale, which may allow us to be more responsive to the needs of physicians, outpatient oncology practices, hospitals, outpatient surgery centers, homecare practices, patient rehabilitation centers and patients than a new market entrant; (v) seven geographic locations in the U.S. and Canada that allow for same day or next day delivery of pumps; (vi) growing team of field-based and traveling biomedical technicians; and (vii) a wide array of pump repair and service capabilities.
Current barriers to entry for potential competitors are created by our: (i) growing number of third-party payer networks under contract, which included nearly 840 third-party payer networks as of December 31, 2025; (ii) economies of scale, which allow for predictable reimbursement and less costly purchase and management of the pumps, respectively; (iii) established, long-standing relationships as a provider of pumps to outpatient oncology practices in the U.S. and Canada; (iv) pump fleet of ambulatory and large volume infusion pumps for rent and for sale, which may allow us to be more responsive to the needs of physicians, outpatient oncology practices, hospitals, outpatient surgery centers, homecare practices, patient rehabilitation centers and patients than a new market entrant; (v) seven geographic locations in the U.S. and Canada that allow for same day or next day delivery of pumps; (vi) team of field-based and traveling biomedical technicians; and (vii) a wide array of pump repair and service capabilities.
The Company performed its annual impairment analysis by using a quantitative assessment as of October 31, 2024 and determined that there was no impairment. 46 Table of Contents Intangible Assets Intangible assets consist of trade names, physician and customer relationships, unpatented technology, non-competition agreements and software.
The Company performed its annual impairment analysis by using a quantitative assessment as of October 31, 2025 and determined that there was no impairment. 47 Table of Contents Intangible Assets Intangible assets consist of trade names, physician and customer relationships, unpatented technology, non-competition agreements and software.
Shipping and handling costs incurred after control over a product has transferred to a customer are accounted for as a fulfillment cost. Customer Concentration As of December 31, 2024 and 2023, the Company had contracts with nearly 835 and 820 third-party payer networks, respectively.
Shipping and handling costs incurred after control over a product has transferred to a customer are accounted for as a fulfillment cost. Customer Concentration As of December 31, 2025 and 2024, the Company had contracts with nearly 840 and 835 third-party payer networks, respectively.
Liquidity and Capital Resources Overview : We finance our operations and capital expenditures with cash generated from operations and borrowings under our existing credit agreements.
Liquidity and Capital Resources Overview : We finance our operations and capital expenditures with cash generated from operations and borrowings under our existing credit agreement.
As of December 31, 2024 and 2023, respectively, the Company did not have any shares being held in treasury.
As of December 31, 2025 and 2024, respectively, the Company did not have any shares being held in treasury.
The 2021 Plan replaces and supersedes the 2014 Plan, so as of the adoption date of the 2021 Plan, no common shares remained available for future grant under the 2014 Plan. Stock-Based Compensation Expense All stock option awards are amortized based on their graded vesting over the requisite service period of the awards.
The 2021 Plan replaced and superseded the 2014 Plan, so as of the adoption date of the 2021 Plan, no common shares remained available for future grant under the 2014 Plan. Stock-Based Compensation Expense All stock option awards are amortized based on their graded vesting over the requisite service period of the awards.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
An allowance for credit losses, and contingencies, is established as a result of an adverse change in the Company’s payers’ ability to pay outstanding billings. The allowance for credit losses was $0.2 million and $0.6 million as of December 31, 2024 and 2023, respectively.
An allowance for credit losses, and contingencies, is established as a result of an adverse change in the Company’s payers’ ability to pay outstanding billings. The allowance for credit losses was $0.3 million and $0.2 million as of December 31, 2025 and 2024, respectively.
A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions.
Public entities are also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions.
InfuSystem competes for and retains its business primarily on the basis of its long participation and strong reputation in the Durable Medical Equipment space, its long-standing relationships with Durable Medical Equipment manufacturers and its healthcare provider customers, and the high levels of service it provides.
InfuSystem competes for and retains its business primarily on the basis of its long participation and strong reputation in the DME space, its long-standing relationships with DME manufacturers and its healthcare provider customers, and the high levels of service it provides.

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